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Rights Agreement

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Title:

Rights Agreement

Entities:

Kintera, Inc.

Date:

2006

Size:

Preview shows 28KB of 169KB total

Price:

$49

ID:

#1119940

► Corporate ► Rights Agreements
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KINTERA, INC.

and

U.S. STOCK TRANSFER CORPORATION

as Rights Agent

RIGHTS AGREEMENT

Dated as of January 25, 2006

TABLE OF CONTENTS


		Page

Section 1.	Certain Definitions	1

Section 2.	Appointment of Rights Agent	5

Section 3.	Issue of Rights Certificates	5

Section 4.	Form of Rights Certificates	7

Section 5.	Countersignature and Registration	8

Section 6.	Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	8

Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	9

Section 8.	Cancellation and Destruction of Rights Certificates	11

Section 9.	Reservation and Availability of Capital Stock	11

Section 10.	Preferred Stock Record Date	13

Section 11.	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	13

Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	21

Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	21

Section 14.	Fractional Rights and Fractional Shares	25

Section 15.	Rights of Action	26

Section 16.	Agreement of Rights Holders	26

Section 17.	Rights Certificate Holder Not Deemed a Stockholder	27

Section 18.	Concerning the Rights Agent	27

Section 19.	Merger or Consolidation or Change of Name of Rights Agent	27

Section 20.	Duties of Rights Agent	28

Section 21.	Change of Rights Agent	30

Section 22.	Issuance of New Rights Certificates	31

Section 23.	Redemption and Termination	31

Section 24.	Notice of Certain Events	32

Section 25.	Notices	33

Section 26.	Supplements and Amendments	33

Section 27.	Successors	34

Section 28.	Determinations and Actions by the Board of Directors, etc.	34

Section 29.	Benefits of this Agreement	34

- i -

TABLE OF CONTENTS

(continued)


		Page

Section 30.	Severability	34

Section 31.	Governing Law	35

Section 32.	Counterparts	35

Section 33.	Descriptive Headings	35

Section 34.	Exchange	35

EXHIBIT A	Form of Rights Certificate	A-34-1

EXHIBIT B	Summary of Rights to Purchase Preferred Stock	B-34-1

EXHIBIT C	Certificate of Designation of the Series A Preferred Stock	C-34-1

- ii -

RIGHTS AGREEMENT

RIGHTS AGREEMENT, dated as of January 25, 2006 (the Agreement), between Kintera, Inc., a Delaware corporation (the Company), and U.S. Stock Transfer Corporation (the Rights Agent).

WHEREAS, effective January 25, 2006 (the Rights Dividend Declaration Date), the Board of Directors of the Company (the Board of Directors) (i) authorized and declared a dividend distribution of one Right for each share of Common Stock, par value $0.001 per share, of the Company (the Company Common Stock) outstanding at the Close of Business on February 10, 2006 (the Record Date), and (ii) authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant hereto) for each share of Company Common Stock issued between the Record Date (whether originally issued or delivered from the Companys treasury) and, except as otherwise provided in Section 22, the Distribution Date, each Right initially representing the right to purchase upon the terms and subject to the conditions hereinafter set forth one Unit of Series A Preferred Stock (the Rights).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a) Acquiring Person shall mean any Person who or which, together with all Affiliates or Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. Notwithstanding the foregoing:

(i) an Acquiring Person shall not include: (A) the Company; (B) any Subsidiary of the Company; (C) any employee benefit plan maintained by the Company or any of its Subsidiaries; (D) any trustee or fiduciary with respect to such employee benefit plan acting in such capacity or a trustee or fiduciary holding shares of Company Common Stock for the purpose of funding any such plan or employee benefits; (E) Harry Gruber, Allen Gruber and/or Dennis Berman, together with their Affiliates and/or immediate families as such term is defined in Rule 16a-1(e) promulgated under the Exchange Act; (F) any Person if the Board of Directors determines in good faith that such Person who would otherwise be an Acquiring Person became such inadvertently (including, without limitation, because (x) such Person was unaware that it beneficially owned a percentage of Company Common Stock that would otherwise cause such Person to be an Acquiring Person or (y) such Person was aware of the extent of its Beneficial Ownership of Company Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, and if such Person does not acquire any additional shares of Company Common Stock and as promptly as practicable divested or divests itself of Beneficial Ownership of a sufficient number of shares of Company Common Stock so that such Person would no longer be an Acquiring Person; or (G) any Person who becomes the Beneficial Owner of 15% or more of the then-outstanding shares of Company Common Stock as

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